ITEM 5 – FEES AND COMPENSATION
Item 5.A. Advisory Service Compensation
Separately Managed Accounts
Management fees and expenses arrangements with respect to any SMA are set forth and will be
calculated and invoiced in accordance with such SMA's investment advisory agreement. The
management fees and any incentive allocation fee terms and percentages for SMA’s are separately
negotiated with Tabor and, thus, fees for the SMA’s differ from those of the Funds, which are
described below.
Advisory Clients may pay other fees such as custodial fees or cash management fees paid directly
to those providing the service. Advisory Clients will incur brokerage and related transactions costs
(see Item 12) to purchase and sell their securities. Although it is rare for Tabor to purchase
securities such as ETFs, if it does, clients would pay a fee to the sponsor of those securities. In all
the aforementioned cases, clients pay fees to parties other than Tabor.
Please reference this paragraph relating to fees and expenses of SMAs in response to Items 5.B.,
5.C., and 5.D. below.
The Funds
Pursuant to the Investment Management Agreement, Tabor will be entitled to a management fee
(the “Management Fee”) quarterly in advance on the first day of each calendar quarter equal to
the applicable management fee percentage of the net asset value of each Investor’s capital account
in the Funds as of such date (including any capital contributions made to the Onshore Fund as of
such date but before the accrual of any Incentive Allocation). The management fee percentage for
the Onshore Fund and Offshore Fund is equal to: (i) 0.25% (approximately one percent (1%) per
annum) with respect to capital accounts corresponding to Founders Class Interests, and (ii) 0.375%
(approximately one and one-half percent (1.5%) per annum) with respect to capital accounts
corresponding to Class B Interests.
At the end of each accounting period of the Onshore Fund and Offshore Fund any net capital
appreciation or net capital depreciation is tentatively allocated to all Investors (including the
General Partner) in proportion to each Investor’s opening Capital Account balance for such
accounting period. At the end of each fiscal year and upon an Investor’s withdrawal of all or any
Part 2A of Form ADV
portion of its Capital Account(s), the applicable incentive percentage of the aggregate net capital
appreciation (including net unrealized gains and losses and determined after all Fund expenses,
including the Management Fee, are taken into account) allocated to each Capital Account of each
Investor (or the Capital Account(s) of the withdrawing Investor with respect to the portion
withdrawn) for such fiscal year (or elapsed portion thereof) will be reallocated to the Capital
Account of the General Partner (the “Incentive Allocation”), subject to a “high water mark”
provision discussed in greater detail in the Funds’ Offering Documents. The incentive percentage
for the Funds is equal to (i) fifteen percent (15%) for Founders Class Interests, and (ii) twenty
percent (20%) for Class B Interests.
Item 5.B. Client Fee Deductions
All or part of the Management Fee applicable to any Investor may be waived, reduced, rebated or
discounted by the Investment Manager from time to time in its discretion, without notice to, or the
consent of, the other Investor. The Funds, with the consent of the Investment Manager, may also
pay all or a portion of the Management Fee to any third party, including, but not limited to, a third
party who refers investors to the Funds, performs other services for the Funds, the General Partner
and/or the Investment Manager, or that is a strategic investor or partner in or with any of such
entities. In the discretion of the Investment Manager, the Management Fee (in whole or in part)
may be paid by the Master Fund instead of by the Onshore Fund and Offshore Fund for any period
of time.
Item 5.C. Advisory Service Expenses
The Master Fund will pay, or reimburse the Investment Manager and/or the General Partner for
advancing, the their own expenses and those of the Onshore Fund and the Offshore Fund,
including, without limitation, the following: (i) expenses related to the research, execution and
monitoring of actual and prospective investments (whether or not consummated) and the
consummation of investments, including, without limitation, the following: third-party investment
sourcing fees; consulting fees; expert fees; fees and expenses of and related to obtaining research,
analytics and market data (including, without limitation, any information technology hardware,
software and data subscriptions (such as Bloomberg and FactSet) or other technology incorporated
into the cost of obtaining such research and market data); due diligence expenses including,
without limitation, consulting and appraisal fees; investment- and research-related travel expenses;
any outsourced trading provider fees; brokerage and prime brokerage fees, commissions and
expenses (including the costs of negotiating, documenting and/or amending agreements with
prime brokers, ISDAs and other agreements with trading and financing counterparties); expenses
relating to borrowing securities to be sold short; clearing and settlement charges; custodial fees
and expenses; bank service fees; interest expenses and other borrowing costs; fees and expenses
of proxy research and voting services; broken deal expenses; and fees and expenses of third-party
professionals, including, without limitation, consultants, investment bankers, attorneys and
accountants; (ii) the preparation and amendment for both the Onshore and Offshore offering
documents, the limited partnership agreements, the master partnership agreement, the
memorandum and articles of association of the Offshore Fund, the investment management
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